Exhibit 99.4
OLD REPUBLIC INTERNATIONAL CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
This Code of Business Conduct and Ethics addresses a wide range of business
practice issues. It does not attempt to address every issue that might arise but
merely to state certain basic principles.
This Code applies to the employees, officers and directors of Old Republic
International Corporation and each of its subsidiaries (jointly, the "Company").
The Company expects all employees, officers and directors to conduct themselves
according to the basic principles in this Code. Violations of the standards in
this Code will be subject to appropriate disciplinary action.
1. Complying with Law
All employees, officers and directors should respect and comply with all
applicable laws, rules and regulations of the U.S. and other countries, and the
states, counties, cities, provinces and other jurisdictions, in which the
Company conducts business. The Company does not expect everyone to know all the
details of these laws, rules and regulations, but it is important to know enough
to determine when to seek advice from supervisors, managers or other appropriate
personnel.
Certain laws or legal principles are particularly important. Among them are
the prohibitions against "insider trading" applicable to the Company and its
employees, officers and directors. Generally, employees, officers and directors
who have access to or knowledge of confidential or non-public information from
or about the Company (or any other company) are not permitted to buy, sell or
otherwise trade in the Company's (or any other company's) securities, whether or
not they are using or relying upon that information. This restriction extends to
sharing or tipping others about such information, especially since the
individuals receiving such information might utilize such information to trade
in the Company's securities. In addition, the Company has implemented trading
restrictions to reduce the risk, or appearance, of insider trading.
Particularly important too are the federal, state and local laws concerning
labor and employment and the Company's commitment to assuring equal employment
opportunities for all in connection with the recruitment, hiring, training,
compensation, development, promotion, demotion and termination of its employees,
including officers, and providing a safe workplace that is free of sexual or any
other inappropriate form of harassment.
2. Conflicts of Interest
All employees, officers and directors should be scrupulous in avoiding a
conflict of interest with regard to the Company's interests. A "conflict of
interest" exists whenever an individual's private interests interfere or
conflict in any way (or even appear to interfere or conflict) with the interests
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of the Company. A conflict situation can arise when an employee, officer or
director takes actions or has interests that may make it difficult to perform
his or her Company work objectively and effectively. Conflicts of interest may
also arise when an employee, officer or director, or members of his or her
family, receives improper personal benefits as a result of his or her position
in the Company, whether received from the Company or a third party. Loans to, or
guarantees of obligations of, employees, officers and directors and their
respective family members may create conflicts of interest. Federal law
prohibits loans by the Company to directors and executive officers.
Conflicts of interest are prohibited as a matter of Company policy, except
under guidelines approved by the Board of Directors or committees of the Board.
Any employee, officer or director who becomes aware of a conflict or potential
conflict should bring it to the attention of a supervisor, manager or other
appropriate personnel or consult the procedures described in this Code.
3. Corporate Opportunity
Employees, officers and directors are prohibited from (a) taking for
themselves personally opportunities that properly belong to the Company or are
discovered through the use of corporate property, information or position; (b)
using corporate property, information or position for personal gain; and (c)
competing with the Company. Employees, officers and directors owe a duty to the
Company to advance its legitimate business interests when the opportunity to do
so arises.
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4. Confidentiality
Employees, officers and directors of the Company must maintain the
confidentiality of confidential information entrusted to them by the Company or
those with whom the Company does business, except when disclosure is authorized
by the Law Department as it deems required by laws, regulations or legal
proceedings. Whenever feasible, employees, officers and directors should consult
the Law Department if they believe they have a legal obligation to disclose
confidential information. Confidential information includes all non-public
information that might be considered material by the securities markets or
investors, or that might be of use to competitors of the Company, or harmful to
the Company or its customers if disclosed.
5. Fair Dealing
Each employee, officer and director should endeavor to deal fairly with the
Company's customers, competitors, officers and employees. None should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other unfair
dealing practice.
6. Protection and Proper Use of Company Assets
All employees, officers and directors should protect the Company's assets
and ensure their efficient use. Theft, carelessness, and waste have a direct
impact on the Company's profitability and its insurance subsidiaries'
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obligations to their insureds and beneficiaries. All Company assets should be
used for legitimate business purposes.
7. Accounting Complaints
The Company's policy is to comply with all applicable financial reporting
and accounting regulations. If any employee, officer or director of the Company
has concerns or complaints regarding questionable accounting or auditing matters
of the Company, he or she may submit those concerns or complaints (anonymously,
confidentially or otherwise) to the Audit Committee of the Board of Directors
which will, subject to its duties under applicable law, regulations and legal
proceedings, treat such submissions confidentially. Such submissions may be
directed to the attention of the Chairman of the Audit Committee of Old Republic
International Corporation, or any director who is a member of that Audit
Committee, at Old Republic's principal executive office in Chicago, or by means
of the following toll-free telephone hotline:
877-209-3659
8. Reporting Any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other
appropriate supervisory personnel about observed illegal or unethical behavior
and, when in doubt, about the best course of action in a particular situation.
Employees, officers and directors who are concerned that violations of this Code
or that other illegal or unethical conduct by employees, officers or directors
of the Company have occurred or may occur should either contact their supervisor
or superiors. If they do not believe it appropriate or are not comfortable
approaching their supervisors or superiors about their concerns or complaints,
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they may then contact either the Audit Committee of the Board of Directors of
the Company or the Law Department of the Company. If their concerns or
complaints require confidentiality, including keeping their identity anonymous,
they may call the above-referenced toll-free hotline, and their confidentiality
will be protected, subject to applicable law, regulation or legal proceedings.
9. No Retaliation
The Company will not permit retaliation of any kind by or on behalf of the
Company and its employees, officers and directors against good faith reports or
complaints of violations of this Code or other illegal or unethical conduct.
10. Public Company Reporting
As a public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission be fairly stated and
accurate in all material respects and timely. Depending on their position with
the Company, employees, officers or directors may be called upon to provide
necessary information to assure that the Company's public reports meet such
requirements. The Company expects employees, officers and directors to take this
responsibility very seriously and to provide prompt and accurate answers to
inquiries related to the Company's public disclosure requirements.
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11. Amendment, Modification and Waiver
This Code may be amended, modified or waived by the Board of Directors and
waivers may also be granted by the Nominating Committee, subject to the
disclosure and other provisions of the Securities Exchange Act of 1934, and the
rules thereunder and the applicable rules of the New York Stock Exchange.
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